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2 NOTICE This document constitutes a base prospectus (the "Base Prospectus") according to Art. 5 (4) of the Directive 2003/71/EC, as amended, (the "Prospectus Directive") in connection with Section 6 of the German Securities Prospectus Act, as amended, (Wertpapierprospektgesetz, the "WpPG") in connection with the Commission Regulation (EC) No 809/2004, as amended, relating to bearer notes (the "Notes") issued from time to time by UniCredit Bank AG ("HVB" or the "Issuer") under the Euro 50,000,000,000 Debt Issuance Programme (the "Programme") This Base Prospectus is to be read together with the information provided in (a) the registration document of UniCredit Bank AG dated 25 April 2014 (the "Registration Document"), which is incorporated herein by reference, (b) the supplements to this Base Prospectus in accordance with Section 16 WpPG (the "Supplements") as well as (c) in all other documents which are incorporated herein by reference (see "General Information Documents incorporated by reference" below). No person has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. Neither this Base Prospectus nor any other information supplied in connection with the Programme is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, that any recipient of this Base Prospectus or any other information supplied in connection with the Programme should purchase any Notes. Potential investors should note that an investment in the Notes is only suitable for investors, who understand the nature of such Notes and the extent of their exposure to risk and have sufficient knowledge, experience and access to professional advisors (including their advisors concerning financial, accounting, legal and tax matters) in order to form their own legal, tax, accounting and financial opinion upon the existing risks of such investments in such Notes. Each investor contemplating purchasing any Notes should make its own independent evaluation of the financial condition and affairs, and its own appraisal of the creditworthiness of the Issuer. Neither this Base Prospectus nor any other information supplied in connection with the Programme constitutes an offer or invitation by or on behalf of the Issuer to any person to subscribe for or to purchase any Notes. The delivery of this Base Prospectus does not at any time imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Issuer will be obliged to supplement this Base Prospectus pursuant to Section 16 of the WpPG. Investors should review inter alia the most recent nonconsolidated or consolidated financial statements and interim reports, if any, of the Issuer when deciding whether or not to purchase any Notes. The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. Persons into whose possession this Base Prospectus or any Notes come must inform themselves about any such restrictions. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the United States of America and on the offer or sale of the Notes in the European Economic Area and the United Kingdom (see "General Information Selling Restrictions" below). The Notes have not been and will not be registered under the U. S. Securities Act of 1933, as amended (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of America or to U.S. persons (see "General Information Selling Restrictions" below). 2

3 IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE PERSON (IF ANY) NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISING MANAGER(S)) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. 3

5 SUMMARY Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in sections A E (A.1 E.7). This Summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the Summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the Summary with the specification of 'Not applicable'. A. INTRODUCTION AND WARNINGS A.1 Warning This Summary should be read as an introduction to the Base Prospectus (the "Base Prospectus") for bearer notes (the "Notes") under the Euro 50,000,000,000 Debt Issuance Programme (the "Programme") of UniCredit Bank AG ("UniCredit Bank", the "Issuer" or "HVB"). The investor should base any decision to invest in the Notes on consideration of the Base Prospectus as a whole. Where a claim relating to the information contained in this Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Base Prospectus before the legal proceedings are initiated. UniCredit Bank AG, Kardinal-Faulhaber-Straße 1, Munich (in its capacity as Issuer) assumes civil liability for the Summary including any translation thereof, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus, or it does not provide, when read together with the other parts of the Base Prospectus, all necessary key information. A.2 Consent to the use of the base prospectus Indication of the offer period Other conditions attached to the consent Provision of terms and conditions of the offer by financial intermediary [Subject to the following paragraphs, the Issuer gives its consent to the use of the Base Prospectus during the term of its validity for subsequent resale or final placement of the Notes by financial intermediaries.] [Not applicable. The Issuer does not give its consent to the use of the Base Prospectus for subsequent resale or final placement of the Notes by financial intermediaries.] [Not applicable. No consent is given.] [Resale or final placement of the Notes by financial intermediaries can be made and consent to use the Base Prospectus is given for the following offer period of the Notes: [Insert offer period for which consent is given].] [Not applicable. No consent is given.] [Subject to the condition that each financial intermediary complies with the terms and conditions of the Notes, the final terms applicable to the relevant Notes as well as the applicable selling restrictions, the consent is not subject to any other conditions.] [The following conditions are attached to the consent for the use of the Base Prospectus: [Insert conditions].] [Not applicable. The Issuer has not given its consent to the use of the Base Prospectus.] [In the event of an offer being made by a financial intermediary, this financial intermediary will make available information to investors on the terms and conditions of the offer at the time the offer is made.] B. ISSUER B.1 Legal and commercial name B.2 Domicile / Legal form / Legislation / Country of incorporation UniCredit Bank AG (together with its consolidated subsidiaries, the "HVB Group") is the legal name. HypoVereinsbank is the commercial name. UniCredit Bank has its registered office at Kardinal-Faulhaber-Straße 1, Munich, was incorporated in Germany and is registered with the Commercial Register at the Local Court (Amtsgericht) in Munich under number HRB 42148, incorporated as a stock corporation under the laws of the Federal Republic of Germany. B.4b Known trends affecting the issuer and the industries in which it operates The performance of HVB Group will depend on the future development on the financial markets and the real economy in 2014 as well as other remaining uncertainties. In this environment, HVB Group will continuously adapt its business strategy to reflect changes in market conditions and carefully review the management signals derived therefrom on a regular basis. B.5 Description of the group and the UniCredit Bank is the parent company of HVB Group. HVB Group holds directly and indirectly equity 5

6 issuer's position within the group B.9 Profit forecast or estimate B.10 Nature of any qualifications in the audit report on historical financial information participations in various companies. UniCredit Bank has been an affiliated company of UniCredit S.p.A., Rome ("UniCredit S.p.A.", and together with its consolidated subsidiaries, "UniCredit") since November 2005 and hence a major part of UniCredit from that date as a sub-group. UniCredit S.p.A. holds directly 100% of UniCredit Bank's share capital. Not applicable; no profit forecast or estimate is made. Not applicable. KPMG AG Wirtschaftsprüfungsgesellschaft, the independent auditors (Wirtschaftsprüfer) of UniCredit Bank for the financial year 2012, have audited the consolidated financial statements of HVB Group and the unconsolidated financial statements of UniCredit Bank as of and for the year ended 31 December 2012 and have issued an unqualified audit opinion thereon. Deloitte & Touche GmbH, Wirtschaftsprüfungsgesellschaft, the independent auditors (Wirtschaftsprüfer) of UniCredit Bank for the financial year 2013, have audited the consolidated financial statements of HVB Group and the unconsolidated financial statements of UniCredit Bank as of and for the year ended 31 December 2013 and have issued an unqualified audit opinion thereon. B.12 Selected historical key financial information Consolidated Financial Highlights as of 31 December 2013* Key performance indicators 1/1 31/12/2013 1/1 31/12/2012 Net operating income 1,839m 1,807m Cost-income ratio (based on operating income) 63.6% 58.1% Profit before tax 1,458m 2,058m Consolidated profit 1,074m 1,287m Return on equity before tax 1) 7.1% 9.2% Return on equity after tax 1) 5.8% 5.8% Earnings per share Balance sheet figures 31/12/ /12/2012 Total assets 290.0bn 347.3bn Shareholders' equity 21.0bn 23.3bn Leverage ratio 2) 7.1% 6.6% Key capital ratios compliant with Basel II 31/12/ /12/2012 Core capital without hybrid capital (core Tier 1 capital) 18.4bn 19.1bn Core capital (Tier 1 capital) 18.5bn 19.5bn Risk-weighted assets (including equivalents for market risk and operational risk) 85.5bn 109.8bn Core capital ratio without hybrid capital (core Tier 1 ratio) 3) 21.5% 17.4% Core capital ratio (Tier 1 ratio) 3) 21.6% 17.8% * Figures shown in this table are audited and taken from the Issuer's Consolidated Annual Report as of 31 December ) 2) 3) Return on equity calculated on the basis of average shareholders' equity according to IFRS. Ratio of shareholders' equity shown in the balance sheet less intangible assets to total assets less intangible assets. Calculated on the basis of risk-weighted assets, including equivalents for market risk and operational risk. Statement with regard to no material adverse change in the prospects of the issuer since the date of its last published audited financial statements or a description of any material adverse change There has been no material adverse change in the prospects of HVB Group since 31 December 2013, the date of its last published audited financial statements (Annual Report 2013). 6

7 Description of significant change in the financial position subsequent to the period covered by the historical financial information B.13 Recent developments B.14 B.5 plus statement of dependency upon other entities within the group There has been no significant change in the financial position of the HVB Group which has occurred since 31 December Not applicable. There are no recent events particular to UniCredit Bank which are to a material extent relevant to the evaluation of its solvency. See B.5 Not applicable. UniCredit Bank is not dependent on any entity within HVB Group. B.15 Principal activities UniCredit Bank offers a comprehensive range of banking and financial products and services to private, corporate and public sector customers, international companies and institutional customers. This range extends from mortgage loans, consumer loans, savings-and-loan and insurance products, and banking services for private customers through to business loans and foreign trade financing for corporate customers and fund products for all asset classes, advisory and brokerage services, securities transactions, liquidity and financial risk management, advisory services for affluent customers and investment banking products for corporate customers. B.16 Direct or indirect ownership or control UniCredit S.p.A. holds directly 100% of UniCredit Bank's share capital. B.17 Ratings Investors should keep in mind that a rating does not constitute a recommendation to purchase, sell or hold the debt securities issued by the Issuer. Moreover, the ratings awarded by the rating agencies may at any time be suspended, downgraded or withdrawn. The following ratings apply to UniCredit Bank (Status: May 2014): Long-term Senior Notes Subordinated Notes Short-term Notes Outlook Moody's Baa1 Ba1 P-2 stable S&P A- BBB A-2 negative Fitch A+ A F1+ negative Fitch's long-term credit ratings are set up along a scale from AAA, AA, A, BBB, BB, B, CCC, CC, C down to D. Fitch uses the intermediate modifiers "+" and "-" for each category between AA and CCC to show the relative standing within the relevant rating categories. Fitch's short-term ratings indicate the potential level of default within a 12-month period at the levels F1+, F1, F2, F3, F4, B, C and D. Moody's appends long-term obligation ratings at the following levels: Aaa, Aa, A, Baa, Ba, B, Caa, Ca and C. To each generic rating category from Aa to Caa Moody's assigns the numerical modifiers "1", "2" and "3". The modifier "1" indicates that the bank is in the higher end of its letter-rating category, the modifier "2" indicates a mid-range ranking and the modifier "3" indicates that the bank is in the lower end of its letter-rating category. Moody's short-term ratings are opinions of the ability of issuers to honor short-term financial obligations and range from P-1, P-2, P-3 down to NP. S&P assign long-term credit ratings on a scale from AAA to D. The ratings from AA to CCC may be modified by the addition of a "+" or "-" to show the relative standing within the major rating categories. S&P may also offer guidance (termed a "credit watch") as to whether a rating is likely to be upgraded (positive), downgraded (negative) or uncertain (neutral). S&P assigns short-term credit ratings for specific issues on a scale from A-1, A-2, A-3, B, C down to D. Within the A-1 category the rating can be designated with a "+". C. NOTES C.1 Type and class of the securities Notes. [In the case of interest bearing Notes, the following applies: Each tranche of Notes will be issued at an issue price, which is [at par] [at a discount to par] [at a premium over par]] [In the case of Zero Coupon Notes, the following applies: Each tranche of Notes will be issued either at the par value or at a discounted value of the Notes.] "Notes" are debt instruments in bearer form (Inhaberschuldverschreibungen) pursuant to 793 German Civil Code (Bürgerliches Gesetzbuch, BGB). 7

8 [The Notes are represented by a permanent global note without interest coupons.] [The Notes are initially represented by a temporary global note without interest coupons which will be exchangeable for a permanent global note without interest coupons.] The holders of the Notes (the "Noteholders") are not entitled to receive definitive Notes. Series Tranche ISIN WKN [Insert Series number] [Insert Tranche number] [Insert ISIN] [Insert WKN] C.2 Currency of the notes issue C.5 Restrictions on the free transferability of the securities C.8 Rights attached to the notes, including ranking and limitations to those rights The Notes are issued in [Insert Specified Currency] (the "Specified Currency"). Not applicable. The Notes are freely transferable. Noteholders have the right of [interest payments at the respective Interest Payment Date (as defined in C.9) and] repayment of the principal amount or the invested capital (as set out below) at the Maturity Date (as defined in C.9) [or a Call Date (as defined below)] [or a Put Date (as defined below)]. Governing law of the Notes The Notes, as to form and content, and all rights and obligations of the Issuer and the Noteholder shall be governed by the laws of the Federal Republic of Germany. Rights attached to the Notes [In the case of interest bearing Notes, the following applies: The Notes bear interest on a [fixed] [floating] [fixed-to-floating] rate basis (as specified in C.9).] [In the case of dual currency Notes, the following applies: The Redemption Amount of the Notes will not be denominated in the Specified Currency but in [insert currency].] [In the case of Inflation Linked Notes, the following applies: Inflation Linked Notes provide for interest payments which depend on the performance of the EUROSTAT Eurozone HICP Index (excluding Tobacco) ("HICP").] [In the case of Zero Coupon Notes, the following applies: Zero Coupon Notes may be offered and sold [at par] [at a discount to their principal amount] and Noteholders of Zero Coupon Notes will not be entitled to periodic payments of interest during the term of the Notes.] The Notes will be repaid at [their principal amount] [at an amount above their principal amount] at the Maturity Date (as defined in C.9). [If the Issuer has a call right, the following applies: The Issuer may call the Notes [completely] [partially] (the "Call-Option") at a Call Date by payment of the relevant Optional Redemption Amount [If accrued interest will be paid separately, the following applies: together with interest accrued until the Call Date]. The Issuer shall give notice of such call at least [Insert notice period] prior to the relevant Call Date. "Optional Redemption Amount" means [the principal amount of each Note] [Insert Optional Redemption Amount which may not be lower than the principal amount/issue price]. "Call Date" means [Insert Call Date(s)].] [If the Noteholders have a put right, the following applies: Each Noteholder may demand the early redemption of the Notes at a specified Put Date by payment of the relevant Put Amount [If accrued interest will be paid separately, the following applies: together with interest accrued until the Put Date]. The relevant Noteholder shall give notice of such redemption at least [Insert notice period] prior to the relevant Put Date. "Put Amount" means [the principal amount of each Note] [Insert Put Amount(s) which may not be lower than the principal amount/issue price]. "Put Date" means [Insert Put Date(s)].] [If the Issuer has the right to redeem the Notes early for taxation reasons, the following applies: The Issuer may call all Notes in whole, but not in part, at their principal amount [If accrued interest will be paid separately, the following applies: together with interest accrued until the redemption date], giving not less than 30 days notice, if, as a result of any change in, or amendment to, the laws or regulations prevailing in the Federal Republic of Germany or pursuant to any agreement between the Issuer and the United States of America or any authority thereof or as a result of any change in the application or official interpretation of such laws or regulations, which change becomes effective on or after the issue date of the Notes, withholding taxes are or will be leviable on payments of principal or interest on the Notes and will be borne by the Issuer.] [If the Noteholders shall have an extraordinary termination right with respect to the Notes, the following applies: The Notes provide for an extraordinary termination right, entitling the Noteholders to demand immediate repayment of Notes at their Redemption Amount.] "Redemption Amount" means [the principal amount] [insert Redemption Amount] of each Note. Resolution of Noteholders In accordance with the German Bond Act (Schuldverschreibungsgesetz) the Notes may contain provisions pursuant to which the Noteholders of each series of Notes are entitled to agree with the Issuer by majority resolution to amend the terms and conditions relating to that series of Notes and to decide upon certain other matters regarding the Notes relating to that series of Notes including, without limitation, the appointment or removal of a common representative for the Noteholders. As may be set out in the Final Terms, resolutions providing for certain material amendments to the terms and conditions require a qualified majority of not less than 75% of the rights to vote participating in the vote. Limitation of the rights 8

9 Subject to certain conditions, the Issuer may redeem the Notes early. Status of the Notes [In the case of unsubordinated Notes, the following applies: The obligations under the Notes constitute direct, unconditional and unsecured obligations of the Issuer and rank, unless provided otherwise by law, at least pari passu with all other unsecured unsubordinated present and future obligations of the Issuer.] [In the case of subordinated Notes, the following applies: The obligations under the Notes constitute direct, unconditional, unsecured and subordinated obligations of the Issuer which (i) will rank at least pari passu with the claims of all other unsecured, subordinated creditors of it and (ii) the claims arising from the Notes are subordinated to the claims of all other creditors of the Issuer which are not also subordinated.] C.9 Interest Interest Rate [In the case of fixed rate Notes, the following applies: Fixed rate Notes: [Insert coupon] % per annum.] [In the case of Step-up /Step-down Notes insert: [Step-up] [Step-down] Notes: [ ]% per annum.] [In the case of fixed rate Notes with a coupon-reset, the following applies: Fixed rate Notes with a coupon-reset: [Insert coupon] % per annum until the Call Date and thereafter, a fixed interest rate equal to the sum of [insert relevant number of years] year [insert swap rate] [Constant Maturity Swap swap rate] and [ ]% per annum.] [In the case of dual currency Notes, the following applies: Interest payments on the Notes will not be denominated in the Specified Currency but in [insert currency].] [In the case of Notes with (an) initial fixed interest period(s), the following applies: [insert coupon] % per annum for the [first] [insert number] interest period[s] (the "Fixed Interest Term") and thereafter on a [floating rate basis] [inflation linked basis] for the [Floating Interest Term] [Inflation Linked Term].] [In the case of floating rate Notes, the following applies: [insert [ ]-Euribor] [insert [ ]-Libor] [insert CMS rate] [for the relevant interest period[s] following the Fixed Interest Term (the "Floating Interest Term")] [In the case of a margin, the following applies: [plus][minus] the margin of [Insert percentage]% per annum] [In the case of a factor, the following applies: multiplied with a factor of [Insert factor]] for the relevant interest period.] [In the case of Inflation Linked Notes: The interest rate is dependent on the performance of the HICP [ ][for each interest period following the Fixed Interest Term (the "Inflation Linked Term")] [In the case of a margin, the following applies: [plus][minus] the margin of [insert percentage]% for the relevant interest period.] [In the case of a factor, the following applies: Multiplied with a factor of [insert factor] for the relevant interest period.]] [In the case of a minimum (floor) and/or maximum rate of interest (cap), the following applies: The amount of interest payable on the Notes is subject to [a minimum rate of interest of [Insert percentage] % per annum] [and] [a maximum rate of interest of [Insert percentage] % per annum.]] [In the case of zero coupon Notes, the following applies: Not applicable. There will be no periodic payments of interest on the Notes.] Interest Commencement Date [the issue date of the Notes.] [insert date] [Not applicable in the case of Zero Coupon Notes.] Interest Payment Dates [Insert interest payment dates] [Not applicable in the case of Zero Coupon Notes]. Underlying on which the Interest Rate is based [Not applicable. Interest on the Notes is not based on an underlying.] [Insert Reference Rate(s)][Insert CMS Rate(s)] [Not applicable in the case of Zero Coupon Notes]. Maturity Date including Repayment Procedures [Insert maturity date]. Any payment in respect of Notes shall be made to the clearing system for credit to the respective accounts of the depository banks for transfer to the Noteholders. Indication of Yield [[Insert percentage] % per annum.] [Not applicable. The yield of the Notes cannot be calculated as of the issue date.] [Not applicable] [In the case of Zero Coupon Notes, the following applies: Amortisation Yield [Insert percentage] %.] Name of Representative of the Noteholders [Insert name of the representative of the Noteholders] [Not applicable. No representative of the Noteholders has been designated in the Terms and Conditions of the Notes]. C.10 Description of the influence of the derivative component on the interest payments [Not applicable. The Notes do not have a derivative component.] [Interest payments under the floating rate Notes depend on the development of the [insert [ ]-Euribor] [insert [ ]-Libor] [insert CMS rate] for the relevant interest period.] [In the case of dual currency Notes, the following applies: Interest payments on the Notes will depend on the development of the exchange rate of the Specified Currency and [insert currency] [insert specific 9

10 under the Notes (in the case of Notes with a derivative component) conversion factor].] [Interest payments under the Inflation Linked Notes are linked to the performance of the HICP during the predetermined term.] [The interest rate payable on the Notes and therefore the value of the Notes increases if the value of the [insert [ ]-Euribor] [insert [ ]-Libor] [insert CMS rate] [exchange rate] [HICP] increases and the interest rate payable on the Notes and therefore the value of the Notes decreases if the underlying decreases.] C.11 Admission to trading [Application will be made for the Notes to be admitted to trading on [Insert relevant regulated or other equivalent market(s)].] [Not applicable. No application of the Notes to be admitted to trading on a regulated or another equivalent market has been or is intended to be made.] D. RISKS D.2 Key information on the key risks that are specific to the Issuer D.3 Key information on the key risks that are specific to the Notes Potential investors should be aware that in the case of the occurrence of one of the below mentioned risk factors the securities may decline in value and that they may sustain a total loss of their investment. Credit Risk (i) Risks connected to an economic slowdown and volatility of the financial markets; (ii) Deteriorating asset valuations resulting from poor market conditions may adversely affect HVB Group's future earnings; (iii) The economic conditions of the geographic markets in which HVB Group operates have had, and may continue to have, adverse effects on HVB Group s results of operations, business and financial condition; (iv) Non-traditional banking activities expose HVB Group to additional credit risks; (v) Changes in the German and European regulatory framework could adversely affect HVB Group's business; (vi) Loan losses may exceed anticipated levels; (vii) Systemic risk could adversely affect HVB Group's business. Market Risk (i) Difficult market situations can add to volatility in HVB Group's income; (ii) HVB Group s income can be volatile related to trading activities and fluctuations in interest and exchange rates. Liquidity Risk (i) Risks concerning liquidity which could affect HVB Group's ability to meet its financial obligations as they fall due; (ii) HVB Group's results of operations, business and financial condition have been and could continue to be affected by adverse macroeconomic and market conditions; (iii) HVB Group has significant exposure to weaker euro-zone countries. Operational Risk (i) HVB Group's risk management strategies and techniques may leave HVB Group exposed to unidentified or unanticipated risks; (ii) IT risks; (iii) Risks arising from fraud in trading; (iv) Risks in connection with legal proceedings; (v) HVB Group is involved in pending tax proceedings. Strategic Risk (i) Risk arising from the overall economic environment; (ii) The European sovereign debt crisis has adversely affected, and may continue to, adversely affect HVB Group's results of operations, business and financial condition; (iii) Risks from the strategic orientation of HVB Group s business model; (iv) Risks from the consolidation of the banking market; (v) Risks arising from changing competitive conditions in the German financial sector; (vi) The regulatory environment for HVB Group may change; noncompliance with regulatory requirements may result in enforcement measures; (vii) Risks from the introduction of new charges and taxes to stabilize the financial markets and involve banks in the sharing of costs for the financial crisis; (viii) The exercise of stress tests could adversely affect the business of HVB Group; (ix) HVB Group may be exposed to specific risks arising from the so-called Single Supervisory Mechanism (SSM) and other initiatives to create the so-called EU Banking Union; (x) Risks in relation to prohibition/separation of certain activities from other banking business; (xi)risks arising from a change in HVB Group s rating Reputational Risk Business Risk Real estate Risk Financial investment risk Pension risk Risks arising from outsourcing activities If one or more of the following risks will materialise, this may have a negative impact on the value of the Notes. Potential conflicts of interest Conflict of interest risk is related to the possibility that certain functions of the Issuer, dealers or agents or events with respect to Notes may be adverse to the interests of the Noteholders. Risks related to the market (i) Risk that no active trading market for the Notes exists; (ii) The offering volume described in the Final Terms does not allow any conclusions on the volume of the Notes actually issued, and thus on the liquidity of the potential secondary market; (iii) The market value of the Notes may decrease due to general economic conditions and any investor might suffer a loss when selling the Notes; (iv) Risk relating to the expansion of the spread between bid and offer prices If the spread between bid and offer prices is temporarily expanded, Noteholders may only be able to sell Notes at a price below their actual value; (v) Currency risk with respect to the Notes; (vi) Noteholders may not be able to conclude hedging transactions. 10

11 Risks related to the Notes in general (i) Credit risk of the Issuer; (ii) Legality of purchase is the sole responsibility of any potential investor; (iii) Financial market turmoil, German Bank Restructuring Act and other governmental or regulatory intervention may negatively affect the claims of Noteholders; (iv) Each investor must determine based on its own independent review and professional advice whether the investment is suitable; (v) Risks arising from financing the purchase of the Securities; (vi) Potential investors should take into account any transaction costs related to the purchase of Notes; (vii) Inflation risk is the risk of future money depreciation and may reduce the real yield on a Note; (viii) Transactions to reduce risks may lead to a failure of the envisaged hedging transaction; (ix) Investors may be required to pay taxes or other charges on the Notes; (x) Interest rate risk - the interest level on the financial markets may fluctuate and cause the value of the Notes to change; (xi) Reinvestment risk means that an investor might not be able to reinvest the amount freed from a Note at a comparable interest rate; (xii) Amendments to the terms and conditions can be made by majority vote and an individual Noteholder may be outvoted; (xiii) Negative effect of hedging arrangements by the Issuer on the Notes; (xiv) If an Issuer's Call-Option is exercised it means a Noteholder is exposed to the risk that due to early redemption his investment may have a lower than expected yield; (xv) Regulatory call means that the Notes can be redeemed early due to regulatory changes ; (xvi) Redemption Right of the Issuer for taxation reasons. Specific risks related to the Notes [[Fixed Rate] [Step-up] [Step-down] Notes [Fixed rate Notes with a coupon-reset] A Noteholder of [Fixed Rate] [Step-up][Step-down] Notes [Fixed rate Notes with a coupon-reset] is exposed to the risk that the price of such Notes falls as a result of changes in the market interest rate.] [Floating Rate Notes A Noteholder of Floating Rate Notes is exposed to the risk of fluctuating [CMS rate] [reference rate] levels and uncertain interest income. Fluctuating [CMS rate] [reference rate] levels make it impossible to determine the yield of Floating Rate Notes in advance.] [Fixed to Floating Rate Notes Notes issued with a fixed interest rate and a floating interest rate comprise both risks relating to Fixed Rate Notes and risks relating to Floating Rate Notes.] [Zero Coupon Notes A Noteholder of a Zero Coupon Note is exposed to the risk that the price of such Notes falls as a result of changes in the market interest rate. Prices of Zero Coupon Notes are more volatile than prices of Fixed Rate Notes and are likely to respond to a greater degree to market interest rate changes than interest bearing Notes with a similar maturity.] [Inflation linked Notes Noteholders of Inflation Linked Notes may receive no or a limited amount of interest or the payment of interest may occur at a different time than expected. In addition, the movements in the level of the inflation index may be subject to significant fluctuations and the timing of changes in the relevant level of the inflation index may affect the actual yield to Noteholders, even if the average level is consistent with their expectations. Such action may have an effect on the value of the Notes. The market price of Inflation Linked Notes may be volatile and may depend on the time remaining to the redemption date and the volatility of the level of the inflation index. The level of the inflation index may be affected by the economic, financial and political events in one or more jurisdictions or regions. [Inflation Linked Notes may be issued with an initial fixed interest rate term and, therefore, may comprise risks associated with Fixed to Floating Rate Notes.]] [Notes with a maximum rate of interest (cap) The yield of Notes with a cap with respect to the interest payments may be lower than that of similar structured Notes without a cap. Furthermore, the market value of such Notes will develop differently than Notes without a cap.] [Notes with a participation rate (factor) The Notes are equipped with a feature that for the calculation of interest payable on the Notes, an amount calculated on the basis of the interest provisions of the Notes will be multiplied by a participation rate (factor). [In the case of a participation rate (factor) which is below 100 per cent. (a factor smaller than 1): Noteholders usually participate less on a positive performance of the relevant reference rate(s) than this would be the case in the event of a multiplication with a factor of 1 or if Notes are not equipped with a participation rate (factor). In other words, the variable interest rate payable on the Notes increases less than the relevant reference price(s).] [In the case of a participation rate (factor) which is above 100 per cent. (a factor bigger than 1): Noteholders usually are exposed to the risk that, despite of the influence of other features, the accrual of interest will decrease more in the case of a negative performance of the relevant reference rate(s) than this would be the case in the event of a multiplication with a factor of 1 or if Notes are not equipped with a participation rate (factor).]] [Dual Currency Notes A Noteholder of a Dual Currency Notes is exposed to the risk of changes in currency exchange rates which may affect the yield and/or the redemption amount of such Notes.] [Subordinated Notes In the event of the liquidation, insolvency, composition or other proceedings for the avoidance of insolvency of, or against, the Issuer, such obligations will be subordinated to the claims of all unsubordinated creditors of the Issuer so that in any such event no amounts will be payable under such obligations until the claims of all unsubordinated creditors of the Issuer will have been satisfied in full.] Rights of the Noteholders may be adversely affected by measures pursuant to the so-called Restructuring Act, the European Bank Recovery and Resolution Directive (including in particular the bail-in tool) and revised state aid guidelines. 11

12 U.S. Foreign Account Tax Compliance Withholding The Issuer and other financial institutions through which payments on the Notes are made may be required to withhold U.S. tax at a rate of 30% on all, or a portion of, payments made after 31 December 2016 in respect of (i) any Notes characterized as debt (or which are not otherwise characterized as equity and have a fixed term) for U.S. federal tax purposes that are issued after 1 July 2014 or are materially modified after that date and (ii) any such Notes characterised as equity or which do not have a fixed term for U.S. federal tax purposes, whenever issued, pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code ("FATCA") or similar law implementing an intergovernmental approach to FATCA. [ ]] E. OFFER E.2b Reasons for the offer and use of proceeds when different from making profit and/or hedging certain risks Not applicable. The net proceeds from each issue of Notes will be used by the Issuer for its general corporate purposes. E.3 Description of the terms and conditions of the offer - Restrictions on the free transferability E.4 Any interest that is material to the issue/offer including conflicting interest E.7 Estimated expenses charged to the investor by the Issuer or the offeror [Day of the first public offer [Insert the day of the first public offer].] [A public offer will be made in [Germany] [and] [Luxembourg].] [The issue price per Note will be determined on [Insert date]. The issue price and the on-going offer price of the Notes will be will be published on the website of the stock exchange, where the Notes will be admitted to trading [Insert Website] [Insert a successor Website] in compliance with its respective regulations.] [The smallest transferable denomination is [Insert smallest transferable denomination].] [The smallest tradable denomination is [Insert smallest tradable denomination].] The Notes will be offered to [qualified investors][,] [and/or] [retail investors] [and/or] [institutional investors] [by way of [private placements] [public offerings]] [by financial intermediaries][by a management group] [by a dealer]. [As of the day of the first public offer, the Notes described in the Final Terms will be offered on a continuous basis up to its maximum issue size. The number of offered Notes may be reduced or increased by the Issuer at any time and does not allow any conclusion on the size of actually issued Notes and therefor on the liquidity of a potential secondary market.] [The continuous offer will be made on current ask prices provided by the Issuer.] [The public offer may be terminated by the Issuer at any time without giving any reason.] [Application for admission to trading of the Notes will be made on the following regulated or equivalent markets [insert relevant regulated or equivalent market(s)].] [To the knowledge of the Issuer no notes of the same class of notes to be offered or admitted to trading are already admitted to trading on the following markets [Insert relevant regulated and equivalent markets].] [Application to trading will be made on the following markets: [Insert relevant market(s)].] [Any dealer and/or its affiliates may be customers of, and borrowers from the Issuer and its affiliates. In addition, any of such dealers and their affiliates may have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for the Issuer and its affiliates in the ordinary course of business.] [insert other] [Selling Concession: [Insert selling concession]] [Other Commissions: [Insert other commissions]] [Not applicable. No such expenses will be charged to the investor by the Issuer or a dealer.] 12

This document constitutes a supplement (the "Supplement") to the base prospectus dated 6 May 2015 for the issuance of Notes pursuant to section 16 paragraph 1 of the German Securities Prospectus Act (Wertpapierprospektgesetz).

Umrüstung von SMA Wechselrichtern nach SysStabV Bernd Lamskemper Disclaimer IMPORTANT LEGAL NOTICE This presentation does not constitute or form part of, and should not be construed as, an offer or invitation

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Ordentliche Hauptversammlung 2016 Deutsche Pfandbriefbank AG Rede des Vorstands 13. Mai 2016 Disclaimer This presentation is not an offer or invitation to subscribe for or purchase any securities. No warranty